Unassociated Document


    Exhibit
10.3


     

    AMENDMENT TO ML
FUTURESACCESSSM ADVISORY
AGREEMENT

     

    


    This Amendment dated as of June 22,
2009 (the “Amendment”) amends in certain respects that certain Advisory
Agreement dated as of May 8, 2008 among ML BLUETREND FUTURESACCESSSM LLC,
a Delaware limited liability company (the “Fund”), MERRILL LYNCH ALTERNATIVE
INVESTMENTS LLC, a Delaware limited liability company (the “Manager”), and
BLUECREST CAPITAL MANAGEMENT LLP, a limited liability partnership registered in
England (the “Agreement”).  Capitalized terms otherwise defined herein
have those meanings set forth in the Agreement.

    


    WHEREAS, the Manager has
determined to allow investors to invest directly in the Fund in addition to
investments made by ML Systematic MomentumSM LLC,
a “fund of funds” operated by the Manager, and intends to register units of the
Fund under the Securities Act of 1934, as amended.

    


    NOW THEREFORE, the parties
hereto agree to amend the Agreement as follows, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged:

    


    
      	
              1.  

            	
              Section
      1(a) shall be replaced in its entirety as
  follows:

            


    

    


    The
Trading Advisor agrees to use its reasonable best efforts to cooperate with the
Fund and the Manager in preparing the Memorandum and any Securities and Exchange
Commission (“SEC”) filings made pursuant to the Securities Act of 1934, as
amended (the “1934 Act”), including without limitation by providing, as promptly
as may be reasonably practicable, all information (if any) regarding the Trading
Advisor, its “principals,” “trading principals,” and “trading program” (each of
the foregoing as defined in Section 4.10 of the Commodity Regulations), its
“affiliates” (as defined in Rule 405 promulgated under the 1933 Act), its
financial condition and any change in control that the Manager reasonably
believes to be necessary or advisable to include in the Memorandum or in any SEC
filings made pursuant to the 1934 Act and hereby consents to the disclosure of
such information in the Memorandum or such filings.


    


    
      	
              2.  

            	
              The
      following sentence shall be added at the end of Section 2(i) of the
      Agreement: “In the event of any inconsistency between this Agreement and
      the Letter Agreement, this Agreement shall
  control.”

            


    

    


    
      	
              3.  

            	
              The
      second sentence of Section 4(a)(i) of the Agreement shall be replaced in
      its entirety as follows: “The Trading Advisor will not, without the
      consent of the Manager, trade on a “give up” basis through floor brokers,
      give-up brokers, prime brokers, dealers or other executing entities or
      facilities (collectively, “executing brokers”) not affiliated with Merrill
      Lynch.”

            


    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Page 2

    
 

    
      	
              4.  

            	
              The
      term “executing” shall replace “floor” in the sentence preceding the last
      sentence of Section 4(a)(i) of the
Agreement.

            


    

    


    
      	
              5.  

            	
              The
      first sentence of Section 5 of the Agreement shall be amended as follows:
      “As of the last business day of each calendar month, the Fund shall pay
      the Trading Advisor a Management Fee equal to 1/12 of 2% (a 2% annual
      rate) of the aggregate gross asset value (for the avoidance of doubt,
      prior to reduction for any accrued Incentive Fees or for the Management
      Fee being calculated) of the Fund.”

            


    

    


    
      	
              6.  

            	
              Except
      as specifically amended herein, the Agreement is and shall continue to be
      in full force and effect and is hereby in all respects ratified and
      confirmed.

            


    

    


    
      	
              7.  

            	
              Upon
      the effectiveness of this Amendment, the parties hereby reaffirm all
      representations and warranties made in the Agreement as amended hereby,
      and certify that all such representations and warranties are true and
      correct in all respects on and as of the date
  hereof.

            


    

    


    
      	
              8.  

            	
              This
      Amendment may be executed in one or more counterparts, each of which
      shall, however, together constitute one and the same
      document.  Facsimile signature pages shall have the same binding
      force and effect as original
copies.

            


    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    IN
WITNESS WHEREOF, this Amendment has been executed for and on behalf of the
undersigned on the day and year first written above.

     

     

    
      
        	 	ML
      BLUETREND FUTURESACCESSSM
      LLC	 
	 	 	 
	 	 	 
	 	By:  Merrill
      Lynch Alternative Investments LLC,
      
                Manager

              	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

    

     

    
       

      
        
          	 	      
                  MERRILL
      LYNCH ALTERNATIVE INVESTMENTS LLC

                	 
	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


        

      

       

    

    
      
         

        
          
            	 	      
                    BLUECREST
      CAPITAL MANAGEMENT LLP

                  	 
	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 	 
	 	 	Name 	 
	 	 	Title